EXHIBIT 10(aaaa)
123
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TIREX AMERICA INC.
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AMENDMENT NO. 1
TO FINANCIAL CONSULTING AGREEMENT
OF MAY 3, 1997
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Amendment, made as of the 1st day of July 1997, by and between
Tirex America Inc.
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
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("the Corporation")
and
The NAIS Corp.
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(the "Consultant")
the original parties to a certain Financial Consultant Agreement, dated May 3,
1997 (the "Consulting Agreement"). Terms used in this Amendment which are
defined in the Consulting Agreement and not defined herein shall have the same
meaning herein as therein.
Whereas, it has at all times been the intention of the parties that the
services to be rendered by the Consultant under the Consulting Agreement shall
be limited to providing advice and opinions to the Corporation with respect to
evaluating the managerial, professional, and
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financial requirements of the Company and advising and assisting the Company
with respect to its budgetary and business plan requirements, marketing,
stockholder relations, public relations, financial arrangements, mergers,
acquisitions, consolidations, joint ventures, and similar corporate
transactions.
Whereas, the parties are concerned that certain activities included in the
Consulting Agreement as duties of the Consultant were: (i) not expressive of the
actual intentions of the parties and (ii) capable of being misconstrued as
direct involvement in the effectuation of a private placement or public offering
of the securities of the Company so as to be deemed to affect the underwriting
compensation payable in connection therewith;
Now therefore, in consideration of the premises and of the mutual promises
and covenants hereinafter set forth, the parties agree to set forth herein
certain amendments to the Consulting Agreement, as follows:
A. AMENDMENTS
Consulting Services
2.1 All services to be rendered hereunder, on the part of the Consultant,
shall be rendered by Mr. Jack Ehrenhause ("▇▇▇▇▇▇▇▇▇") and shall consist of: (i)
evaluation of the Company's managerial and financial requirements; (ii)
assistance in the preparation of budgets and business plans; (iii) assistance in
recruiting, screening, evaluating and recommending key personnel, directors,
accountants, commercial and investment bankers, underwriters, attorneys and
other professional consultants; (iv) advice with regard to sales planning and
sales activities; (v) advice with regard to stockholder relations and public
relations matters; (vi) evaluation of financial requirements and assistance in
financial arrangements; and (vii) advice and assistance in connection with
mergers, acquisitions, consolidations, joint ventures, and similar corporate
finance transactions.
B. NO OTHER AMENDMENTS
Except as expressly provided in this Amendment, all of the terms and
conditions of the Consulting Agreement remain in full force and effect.
C. COUNTERPARTS
This Amendment may be executed in any number of counterparts and by each
party on a separate counterpart, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one Amendment.
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In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
Tirex America Inc.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
The NAIS CORP.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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